BHP Partners CO., LP, e al. v. Chandler Keel

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

BHP PARTNERS CO., LP and
BRADFORD HEALTH SERVICES, LLC,

Plaintiffs,
v. C.A. No. 2025-1289-MTZ

CHANDLER KEEL,

Defendant.

ORDER GRANTING PLAINTIFFS’ MOTION
FOR A PRELIMINARY INJUNCTION

WHERAS, having considered the Motion for Preliminary Injunction (the

“Motion”) filed by Plaintiffs BHP Partners Co., LP (the “Partnership”) and its

wholly owned subsidiary Bradford Health Services, LLC (“Bradford” and with the

Partnership, “Plaintiffs), and related briefing, it appears that:1

1
Citations in the form “POB” refer to Plaintiffs’ Opening Brief in support of Motion for a
Preliminary Injunction, available at C.A. No. 2025-1289-MTZ, docket item (“D.I.”) 65.
Citations in the form “DAB” refer to Defendant Chandler Keel’s Answering Brief in
Opposition of Plaintiffs’ Motion for Preliminary Injunction, available at D.I. 73. Citations
in the form “PRB” refer to Plaintiffs’ Reply Brief in Further Support of Their Motion for a
of Preliminary Injunction, available at D.I. 78. Citations in the form “Mot.” refer to
Plaintiffs’ Motion for a Preliminary Injunction, available at D.I. 3. Citations in the form
“A____” refer to the Parties’ Appendix of Documents relied on in briefing the Motion,
available at D.I. 66, D.I. 67, D.I. 68, D.I. 69, D.I. 74, D.I. 75, and D.I. 78. Citations in the
form “Marsh Aff.” refer to the Affidavit of Rob Marsh, available at D.I. 65. Citations in
the form “Keel Aff.” refer to the Affidavit of Chandler Keel in Support of His Opposition
to Plaintiffs’ Motion for Preliminary Injunction, available at D.I. 73. Citations in the form
“Marsh Supp. Aff.” refer to the Supplemental Affidavit of Rob Marsh, available at D.I. 77.
Citations in the form “ISA” refer to the Incentive Securities Agreement, available at D.I.
75, App’x Part 4 at A0195–210.
A. Bradford owns and operates facilities that provide addiction treatment

and recovery services.2 Bradford’s facilities offer services across a broad continuum

of care, including inpatient treatment, detox, partial hospitalization, outpatient

treatment, and continuing care services.3 Bradford currently operates facilities in

Alabama, Florida, Indiana,4 Mississippi, North Carolina, Tennessee, and Texas.5

When this action began Bradford had considered expanding its operation to several

additional states, including Virginia, Indiana, and Ohio.6 Bradford’s facilities accept

a broad range of payment options, including private pay, commercial insurance, and

Medicaid.7 The Partnership sits atop a number of “Consolidated Entities,” each of

which “are engaged in the business of owning and operating treatment facilities or

owning land or real estate used for treatment facilities.”8

2
Marsh Aff. ¶¶ 2–5.
3
Id. ¶ 11; see The Bradford Difference, https://bradfordhealth.com/about/ (last visited June
9, 2026).
4
After commencing this action, Plaintiffs acquired a facility in Indiana and now operate
the Parkdale facility in Chesterton, Indiana. A1909–12, Marsh Dep. 157–69.
5
D.I. 12 [hereinafter “Ans.”] ¶14 (admitting Bradford operates facilities in “Alabama,
Florida, Mississippi, North Carolina, Tennessee, and Texas.”); A1909, Marsh Dep. 157
(confirming Bradford acquired the Parkdale facility in Indiana); Marsh Aff. ¶ 4; Explore
our Location and Services, https://bradfordhealth.com/locations/(last visited June 9, 2026).
6
D.I. 1 [hereinafter “Compl.”] ¶ 14; Marsh Aff. ¶ 5; A1909–12, Marsh Dep. 157–69.
7
Marsh Aff. ¶ 6.
8
Marsh Supp. Aff. ¶¶ 3, 4, Ex. A.
2
B. On March 30, 2023, defendant Chandler Keel accepted Bradford’s

employment offer to serve as its Vice President of Business Development.9 His

responsibilities included “executing a strategy of growth” and “assuming overall

leadership of day-to-day financial and control operation of [Bradford].”10

C. Keel’s offer letter (“Offer Letter”) included key terms of Keel’s

employment, including an annual base salary of $200,000, a performance bonus

capped at 20% of that salary, equity awards, benefits, management responsibilities,

and terms governing his termination.11 The Offer Letter barred Keel from competing

with Bradford during his employment and for six months thereafter.12 The Offer

Letter’s noncompete applied to “any business conducted or specifically planned to

be conducted by the Company.”13 Keel negotiated the Offer Letter terms directly

with Bradford’s then-Chief Executive Officer (“CEO”) and agreed to the

noncompete in exchange for the right to a severance payment, if terminated without

cause, and for the ability to renegotiate his bonus structure after six months of

9
Ans. ¶ 23; A0597–600; see A0117–20.
10
A0118.
11
Ans. ¶ 24; A0117–20.
12
Ans. ¶ 25; A0117–20.
13
Ans. ¶ 26; A0117–20.
3
employment.14 The Offer Letter requested Keel to execute and revert if the terms

were acceptable, which he did.15

D. The Partnership granted Keel equity units in August 2023.16 In

connection with that transaction, Keel signed an Incentive Securities Agreement

(“ISA”) and joinder agreement (“Joinder Agreement”) by which Keel became a

party to and agreed to be bound by the Partnership’s operative partnership agreement

(the “LPA”).17 The ISA includes an integration clause incorporating the terms of

14
A0597–602. On March 29, Keel emailed Bradford’s CEO noting the Offer Letter
included a noncompete provision, but did not mention severance as previously discussed.
A0597. In response, the CEO noted “I did not discuss non-compete at all” and instructed
Keel to discuss that provision with the Vice President (“VP”) of Human Resources (“HR”).
Id. That afternoon, the VP of HR spoke with Keel about the Offer Letter’s noncompetition
provision. A0598. Keel then emailed the VP of HR asking him to “disregard our prior
conversation” and explained he would accept the offer if the Offer Letter was revised to
include a 3-month severance payment in the event he was terminated without cause and
the right to renegotiate the bonus structure after 6 months of employment. A0601.
Bradford agreed to Keel’s requested revisions, which are reflected in the Offer Letter.
A0600–01; A0117 (“[Keel] will have the option to renegotiate the bonus incentive plan
after 6 months of employment in conjunction with Board direction and approval.”); A0118
(providing “a severance benefit equal to three months’ Base Salary”). When asking for the
revision, Keel noted the noncompete provision need not be changed. A0601.
15
A0119–120; Ans. ¶¶ 23–26.
16
See generally, ISA; Ans. ¶¶ 27–31.
17
ISA; id. § 8(e); id. at Joinder; Ans. ¶¶ 27–33.
4
the LPA.18 The ISA also includes Delaware choice of law and forum selection

provisions.19

E. In that transaction, Keel agreed to be bound by the restrictive covenants

in the LPA.20 The Partnership had narrowed those covenants in 2023.21 The

noncompete and confidentiality covenants are relevant here.22 The LPA is governed

by Delaware law and includes a forum selection clause designating this Court or the

District Court for the District of Delaware.23

F. The noncompete provides, in relevant part:

Noncompetition. During the Restricted Period, each Restricted Partner
shall not, directly or indirectly, in any manner, anywhere in the
Applicable Area (whether on his or her own account, or as an employee,
director, consultant, contractor, agent, partner, manager, joint venturer,
owner, operator or officer of any other Person, or in any other capacity)
engage in the Business, or own any interest in, manage, control, provide
financing to, participate in (whether as an owner, operator, manager,
18
ISA § 8(c) (“This Agreement, those document expressly referred to herein (including the
LP Agreement and Recipient’s employment agreement, if any, with the Partnership or any
of the other Consolidated Entities) and other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties, written or oral
which may have related to the subject matter hereof in any way.”).
19
Id. § 8(h).
20
Ans. ¶¶ 27–36; A0603–07; ISA § 8(e).
21
A0603 (explaining the LPA was amended to narrow the geographic scope of the
noncompete from a nationwide prohibition to territorial restriction applicable where
Bradford operates and “[a]ny prospective state in which Bradford has evaluated or
considered strategically expanding into within the past 6 month and where the employee
received confidential information relating to these expansion plans”); Marsh Aff. ¶ 12.
22
A0049–50; Compl. ¶¶ 66–73.
23
A0053–54 (§ 14.7); Ans. ¶¶ 8, 10, 57–58.
5
consultant, officer, director, employee, investor, agent, representative or
otherwise), or be employed by, consult with or provide services to any
Competitive Business or assist any Person in doing any of the foregoing
. . . .24

For a “National Restricted Partner” like Keel,25 the “Restricted Period” includes

the duration of employment and two years thereafter.26 “Business” means

“owning and operating residential and outpatient substance use disorder

facilities . . . , (b) owning of real estate” to use as treatment facilities, “and (c)

any other business or activity in which any Consolidated Entity has engaged in,

or actively considered providing or engaging at any time during the three years

prior” to Keel’s departure.27 Competitive Business means “any Person engaged

in any aspect of the Business (other than the Consolidated Entities) or any

business that, directly or indirectly, competes with the Business.”28 And the

Applicable Area is:

(i) any state in which the Partnership or any of its Subsidiaries operates
a facility as of such date (which, as of the date hereof, includes the
States of Alabama, Arkansas, Mississippi, North Carolina, and
Tennessee), (ii) any state which the Partnership or any of its

24
A0050 (§13.2).
25
Ans. ¶ 27; ISA at Recital.
26
A0114 (amending the definition of “Restricted Period” in the LPA to mean “with respect
to a National Restricted Partner, the period during which such National Restricted Partner
is employed or engaged by the Partnership or its Subsidiaries and the two (2) year period
thereafter”).
27
A0007.
28
A0008.
6
Subsidiaries has evaluated or formally considered expanding into
within the six (6) months prior to such date to the extent such National
Restricted Partner received Confidential Information with respect to
such evaluation or consideration , and (iii) within the two hundred (200)
mile radius of any facility operated by the Partnership or its Subsidiaries
during the six (6) month period prior to the termination of such National
Restricted Partner’s employment or engagement with the Partnership
and its Subsidiaries; and (B) with respect to an Facility Restricted
Partner, within the two hundred (200) mile radius of the specific facility
or facilities at which such Facility Restricted Partner provided services
to or on behalf of the Partnership or its Subsidiaries during the six (6)
month period prior to the termination of such Facility Restricted
Partner’s employment or engagement with the Partnership and its
Subsidiaries.29
G. In the confidentiality provision, Keel agreed “not to disclose to any

third party either for his or its own account or for the benefit of others, any

Confidential Information without the Board’s prior written consent” subject to four

exceptions, none of which are relevant here.30 The LPA defines “Confidential

Information” to include “all information of any sort (whether merely remembered or

embodied in a tangible or intangible form) that is (a) related to the Consolidated

Entities or their current or potential business, and (b) is not generally or publicly

known.”31 Confidential Information includes “information, observations and data

obtained . . . concerning the business and affairs of the Consolidated Entities and

their Affiliates, including information concerning acquisition opportunities

29
A0113–14.
30
A0049–50 (§ 13.1).
31
Id.
7
considered or pursued by the Consolidated Entities, the . . . methodologies and

methods of doing business utilized by the Consolidated Entities, . . . or integration

processes of the Consolidated Entities . . . .”32

H. On January 1, 2024, Keel was promoted to Chief Marketing Officer

(“CMO”) and his base salary was increased to $230,000.33

I. In 2025, Keel began casting about for employment with other addiction

treatment providers.34 In January 2025, Keel submitted his resume to the CEO of

Recovery Centers of America (“RCA”) and expressed interest in “continuing the

opportunity to identify [] what capacity I can be a resource to the Company.”35 RCA

operates addiction treatment facilities in Delaware, Florida, Illinois, Indiana,

Maryland, Massachusetts, New Jersey, Pennsylvania, and South Carolina.36 Like

Bradford, RCA offers a broad range of services, including inpatient treatment, detox,

32
Id.
33
Marsh Aff. ¶ 12; Ans. ¶17.
34
A0742–43.
35
A0880–84. Keel’s resume described his role with Bradford as “[p]lay[ing] a pivotal role
in M&A activities, conducting market analyses and due diligence for acquisitions that
expanded service capacity.” A0882 (“Designed and executed a territory realignment plan,
leading to 22% increase in field-based referrals.”).
36
RCA Locations, https://recoverycentersofamerica.com/locations/ (last visited June 9,
2026). Plaintiffs subpoenaed nonparty RCA (D.I. 44); RCA referred Plaintiffs to their
website for an accurate list of their states of operation. A1173–74.
8
partial hospitalization, outpatient treatment, aftercare, and medication-assisted

treatment.37 RCA’s facilities accept both commercial insurance and Medicaid.38

J. Later that spring, Keel told Bradford he was considering accepting a

position with Alsos Behavioral Health (“Alsos”).39 Alsos offers programs that

include inpatient treatment, detox, outpatient treatment, and medication-assisted

treatment.40 Alsos accepts commercial insurance and Medicaid.41 Alsos owns and

operates addiction treatment facilities in Arkansas, Colorado, Indiana, Kentucky,

and Ohio.42 Bradford responded by offering to increase his annual compensation to

$470,000 and additional equity.43 Keel accepted that offer, and told the CEO he was

“happy to be firmly planted here moving forward.”44

37
A2132, Puckett Dep. 17; Addiction Treatment Programs,
https://recoverycentersofamerica.com/treatment (last visited June 9, 2026).
A2133, Puckett Dep. 18 (explaining RCA is “mostly commercial payor focus” but accept
38

Medicaid at their facilities in Massachusetts, Pennsylvania, and Indiana).
39
A0608–10. Keel’s initial contact was with Landmark Recovery; Landmark subsequently
underwent a bankruptcy restructuring, and Alsos assumed operational control of
Landmark’s facilities on July 1, 2025. A0352–62. Alsos’s CEO testified Keel exclusively
provided services to Alsos. A2048, Boyle Dep. 162; but see Ans. ¶ 52 (“Mr. Keel’s work
for Landmark . . . .”); see A1446–47, Keel Dep. 179–83.
40
A2013–14, Boyle Dep. 25–27; see About Us, (https://alsosbehavioralhealth.com/about/
(last visited June 9, 2026).
41
A2013–14, Boyle Dep. 25–29.
42
A2014; Boyle Dep. 29. Plaintiffs subpoenaed nonparty Alsos (D.I. 44); Alsos referred
Plaintiffs to their website for an accurate list of their states of operation. A1160–61.
Location, https://alsosbehavioralhealth.com/locations/ (last visited June 9, 2026).
43
A0608–11.
44
A0613.
9
K. But two days later, Keel told Alsos he had not yet made a “finalized

decision” on whether to stay at Bradford, but that even if he did, he would still have

“ample time” for Alsos and was “still comfortable moving forward” with discussions

regarding a chief revenue officer role.45 Alsos’s CEO responded: “I’m definitely

not comfortable with you remaining CMO at Bradford and trying to be our CRO.

That’s almost the exact scenario I was trying to avoid.”46 Keel reengaged in early

June, and Alsos’s CEO expressed his interest that Keel “be full time at [Alsos]” and

shared a proposed compensation package that might secure Keel as much as

$1,000,000 per year.47 Keel countered by emphasizing his desire to be self-

employed and proposed he work for Alsos as a contractor.48 On June 10, Keel and

Alsos’s CEO executed a Consulting Services Agreement (“CSA”) by which Keel

would provide consulting for 180 days, beginning on July 14, in a role “equivalent

to a full-time Chief Marketing Officer.”49 Keel would be paid over $7,000 per

week.50 The CSA also granted Keel the right to transition from a consultant to an

45
A2228; see A0633–42.
46
A2228.
47
A0643–45.
48
A0644.
49
A0647–60.
A0649. The CSA further provided that if Keel elected to be classified as a W-2 employee
50

Alsos agreed to convert the consultant fee to an annualized base salary of $400,000. Id.
10
employee at his election.51 Keel also agreed to a Non-Disclosure and Non-Use

Agreement with Alsos.52

L. In the meantime, on May 14, Keel exchanged messages with an

executive at Advaita Health Ventures LLC (“Advaita”) regarding a possible “partner

role.”53 Advaita operates three addiction treatment facilities in North Carolina.54

Advaita offers a range of services at its facilities, including partial hospitalization,

inpatient treatment, medication-assisted treatment, outpatient treatment, and talk

therapy.55

M. On June 19, Keel gave Bradford his notice of resignation.56 The notice

claimed he was resigning for “good reason” and requested Bradford waive the

noncompete and provide Keel six months’ severance pay.57 Keel also provided he

51
A0647.
52
A0657–59. Keel drafted restrictive covenants for the consulting contracts he entered
with Alsos, Advaita, and RCA. A0650; A0658; A0722; A0726; A0902; A1448, 1462,
1471, Keel Dep. 188, 242–43, 279.
53
A2185.
54
A1629, Johnson Dep. 170–71; Our Ventures, https://advaita.health/ (last visited June 9,
2026).
55
A1591, Johnson Dep. 19 (explaining Advaita provides “outpatient behavioral help
including psychiatry, therapy, partial hospitalization, and intensive outpatient
programming, as well as transcranial magnetic stimulation and ambulatory
detoxification.”); see Services, https://aimwellbeing.com/services/ (last visited June 9,
2026).
56
A0618–19.
57
Id.
11
would continue to work for Bradford for 30 days to facilitate the transition of his

responsibilities.58

N. One week later, Alsos’s CEO emailed the Alsos team about an

upcoming site visit schedule and announced “[Keel] will be our Chief Revenue

Officer, overseeing Business Development, Admissions, and Marketing.”59 Keel

responded by attaching a “site visit report that we developed,” noting his expectation

that Alsos would implement a similar system of oversight.60 That site visit report

was prepared by Bradford for its Trinity River Recovery facility.61

O. Keel’s last day at Bradford was July 11.62 That day, Bradford’s CEO

denied Keel’s request to waive the noncompete.63 Instead, the CEO reminded Keel

about it, noting, “[Y]ou are restricted for a period of two years from competing

directly or indirectly, against the Company.”64

P. On August 19, Keel and Advaita entered a Services Agreement under

which Keel agreed to provide certain “onsite engagement” for a fixed fee of

58
A0618.
59
A0661–62.
60
A0661–65.
61
Id.
62
A0620; Ans. ¶ 16.
63
A0620. Bradford also denied Keel’s request for six months of severance, explaining his
departure did not constitute “Good Reason.” Id.
64
Id.
12
$6,000.65 Keel also agreed to a Mutual Non-Disclosure and Non-Use Agreement

with Advaita.66 The next week, Keel gave Advaita a CEO/Executive Director

Scorecard, Business Development Manual, and Admissions Manual, each of which

Bradford developed and used during Keel’s tenure.67 Keel’s cover email noted the

attached content was “shared for your eyes only[.]”68

Q. In the meantime, on August 22, Bradford repurchased Keel’s vested

Partnership units for $110,000.69

R. On September 11, Keel and RCA entered a Services Agreement by

which he agreed to deliver a feasibility and market strategy analysis of five states to

“cover key themes including but not limited to geography and market access.”70

RCA agreed to pay Keel a $35,000 consultant fee.71

S. On October 27, Bradford sent Keel a cease-and-desist letter demanding

he comply with the LPA’s restrictive covenants.72 The letter asked Keel to provide

65
A0721–31; A0740–41.
66
A0725–27.
67
A1176–273.
68
A1176.
69
A0622; Ans. ¶ 37.
70
A0900–10.
71
A901 (providing half the consultant fee is due upon execution of the Services
Agreement).
72
A1138–50 (attaching the First Amendment to the LPA Agreement to the cease-and-deist
letter).
13
information about his work for Alsos, submit an attestation he was in compliance

with the restrictive covenants, and to immediately cease any activities violative of

the restrictive covenants.73

T. On November 7, Plaintiffs filed their Verified Complaint for Injunctive

Relief and Damages (the “Complaint”), alleging: (i) breach of the LPA’s restrictive

covenants; and (ii) breach of the Offer Letter’s restriction on competition and use of

Bradford’s confidential information.74 Plaintiffs simultaneously moved for a

preliminary injunction and for expedition.75 The parties stipulated to expedite the

proceedings.76 On May 11, the Court heard argument on the Motion and took it

under advisement.77

U. The Motion seeks three forms of preliminary injunctive relief. It asks

the Court enjoin Keel from working “directly or indirectly, in any manner” for Alsos,

RCA, and Advaita.”78 It also seeks to enjoin Keel from working in states where

Bradford operates a facility and states that were evaluated for expansion during

Keel’s last six months of employment, which Plaintiffs list as Florida, Texas, North

73
A1140–41.
74
Compl. ¶¶ 54–88.
75
D.I. 2; D.I. 3.
76
D.I. 11.
77
D.I. 80.
78
D.I. 77 at Proposed Order.
14
Carolina, Alabama, Tennessee, Virginia, Indiana, Ohio, and Mississippi.79 Plaintiffs

also seek to enjoin Keel from using or disclosing Confidential Information, as

defined in the LPA.80

V. To obtain a preliminary injunction, the movant must demonstrate (i) a

reasonable probability of success on the merits; (ii) a threat of irreparable injury if

an injunction is not granted; and (iii) that the balance of the equities favors the

issuance of an injunction.81 “A party showing a ‘reasonable probability’ of success

must demonstrate ‘that it will prove that it is more likely than not entitled to

relief.’”82 The reasonable likelihood standard “falls well short of that which would

be required to secure final relief following trial, since it explicitly requires only that

the record establish a reasonable probability that this greater showing will ultimately

be made.”83

79
Id.
80
Id. Because the relief Plaintiffs seek can be granted under the LPA, I limit my analysis
to the enforceability and application of the LPA’s restrictive covenants. I do not reach any
restrictive covenants in the Offer Letter.
81
Pell v. Kill, 135 A.3d 764, 783 (Del. Ch. 2016) (citing Revlon, Inc. v. MacAndrews &
Forbes Hldgs., Inc., 506 A.2d 173, 179 (Del. 1986)); see also Ivanhoe P’rs v. Newmont
Mining Corp., 535 A.2d 1334, 1341 (Del. 1987).
82
C & J Energy Servs., Inc. v. City of Miami Gen. Empls. & Sanitation Empls. Ret. Tr., 107
A.3d 1049, 1067 (Del. 2014) (quoting Mitchell Lane Publ’rs, Inc. v. Rasemas, 2014 WL
4925150, at *3 (Del. Ch. Sept. 30, 2014)).
Pell, 135 A.3d at 783 (quoting Cantor Fitzgerald, L.P. v. Cantor, 724 A.2d 571, 579 (Del.
83

Ch. 1998)).
15
W. “This Court has broad discretion to grant or deny a preliminary

injunction.”84 But a preliminary injunction “is not granted lightly,” and “the moving

party bears a considerable burden in establishing each of these necessary

elements.”85 “Nevertheless, while some showing is required as to each element,

there is no steadfast formula for the relative weight each of these three factors

deserves.”86

X. “Delaware adheres to the ‘objective’ theory of contracts, [meaning that]

a contract’s construction should be that which would be understood by an objective,

reasonable third party.”87 The Court will “give effect to the plain-meaning of the

contract’s terms and provisions,”88 “will read a contract as a whole[,] and . . . will

give each provision and term effect, so as not to render any part of the contract mere

84
Fletcher Int’l, Ltd. v. ION Geophysical Corp., 2010 WL 1223782, at *3 (Del. Ch. Mar.
24, 2010) (citing Data Gen. Corp. v. Digit. Comput. Controls, Inc., 297 A.2d 437, 439
(Del. 1972)).
85
Fletcher, 2010 WL 1223782, at *3 (alteration omitted) (quoting La. Mun. Police Empls.
Ret. Sys. v. Crawford, 918 A.2d 1172, 1185 (Del. Ch. 2007)).
86
Kodiak Bldg. P’rs, LLC v. Adams, 2022 WL 5240507, at *3 (Del. Ch. Oct. 6, 2022);
Alpha Builders, Inc. v. Sullivan, 2004 WL 2694917 (Del. Ch. Nov. 5, 2004) (“While some
showing is required as to each element, there is no steadfast formula for the relative weight
each deserves. Accordingly, a strong demonstration as to one element may serve to
overcome a marginal demonstration of another.”).
87
Osborn ex rel. Osborn v. Kemp, 991 A.2d 1153, 1159 (Del. 2010) (quoting NBC
Universal v. Paxson Commc’ns, 2005 WL 1038997, at *5 (Del. Ch. Apr. 29, 2005)).
88
Id. at 1159–60.
16
surplusage.”89 “Unless there is ambiguity, Delaware courts interpret contract terms

according to their plain, ordinary meaning,” without resorting to extrinsic

evidence.90

Y. Restrictive covenants are enforceable when they (i) are valid under

general principles of law, (ii) are reasonable in their scope and effect, (iii) bear a

reasonable relationship to the advancement of legitimate interests, and (iv) survive

a balancing of the equities.91 “A non-competition agreement will only be enforced

to protect the legitimate economic interests of the employer. Interests which the law

has recognized as legitimate include protection of employer goodwill and protection

of employer confidential information from misuse.”92 “Delaware courts evaluate

restrictive covenants ‘holistically and in context.’”93 Under Delaware law, “the

reasonableness of a covenant’s scope is not determined by reference to physical

distances, but by reference to the area in which a covenantee has an interest the

89
Id. at 1159 (quoting Kuhn Constr., Inc. v. Diamond State Port Corp., 990 A.2d 393, 396–
97 (Del. 2010)).
90
Alta Berkeley VI C.V. v. Omneon, Inc., 41 A.3d 381, 385 (Del. 2012).
91
Kan-Di-Ki, LLC v. Suer, 2015 WL 4503210, at *19 (Del. Ch. July 22, 2015); TriState
Courier & Carriage, Inc. v. Berryman, 2004 WL 835886, at *10 (Del. Ch. Apr. 15, 2004).
92
Rsch. & Trading Corp. v. Pfuhl, 1992 WL 345465, at *12 (Del. Ch. Nov. 18, 1992).
93
Cleveland Integrity Servs., LLC v. Byers, 2025 WL 658369, at *8 (Del. Ch. Feb. 28,
2025) (quoting Sunder Energy, LLC v. Jackson, 305 A.3d 723, 753 (Del. Ch. 2023), aff ’d
in part, rev’d in part, 332 A.3d 472 (Del. 2024)).
17
covenants are designed to protect.”94 Delaware courts find the geographic scope of

a noncompete to be “reasonable” where the restricted area “covers the market where

the covenantee has economic interests.”95 When, as here, “a restrictive covenant

advances an employer’s interest in expanding into new markets, a court may also

assess the covenant’s scope based on its reasonableness at the time of

enforcement.”96

IT IS HEREBY ORDERED this 16th day of June, 2026, that:

1. Plaintiffs’ Motion is GRANTED. Plaintiffs have made the required

showing on their claims Keel violated the LPA’s restrictive covenants by disclosing

Confidential Information and providing services for three Competitive Businesses.97

2. The LPA features a Delaware choice of law provision.98 “Delaware

follows the Restatement (Second) of Conflicts of Laws, which provides a contractual

choice of law will generally control.”99 The Restatement recognizes exceptions to

94
Weichert Co. of Pennsylvania v. Young, 2007 WL 4372823, at *3 (Del. Ch. Dec. 7, 2007).
95
Intertek Testing Servs. NA, Inc. v. Eastman, 2023 WL 2544236, at *5 (Del. Ch. Mar. 16,
2023).
96
Cleveland Integrity Servs., 2025 WL 658369, at *8; see Kan-Di-Ki, 2015 WL 4503210,
at *20 (reasoning the noncompete’s scope was reasonable in large part because, at the time
of enforcement, the employer’s business had expanded into much of the restricted area
where it previously did not provide services).
97
Compl. ¶¶ 66–88.
98
A0053–54 (§ 14.7).
99
HighTower Hldg., LLC v. Gibson, 2023 WL 1856651, at *5 (Del. Ch. Feb. 9, 2023);
Cabela’s LLC v. Wellman, 2018 WL 5309954, at *7 (Del. Ch. Oct. 17, 2018); Ascension
Ins. Hldgs., LLC v. Underwood, 2015 WL 356002, at *2 (Del. Ch. Jan. 28, 2015);
18
that general principle, by which “the law of the default state—i.e., that which would

apply absent a choice of law provision—will govern in certain circumstances.”100

Under one exception, the law of the default state will apply if “the default state has

a public policy under which a contractual provision would be limited or void” and

the default state “has a materially greater interest in the issues—enforcement (or not)

of the contract at hand—than Delaware.”101 Keel acknowledges the LPA is

governed by Delaware law and does not argue another state’s law should apply.102

Plaintiffs are both Delaware entities and Keel is a resident of Kentucky, which I

presume to be the default state.103 Under Kentucky law, “restrictive covenants are

held valid, and not against public policy, unless the particular circumstances of the

case would cause serious inequities to result.”104 As far as I can tell, Kentucky has

no policy against the enforcement of restrictive covenants and does not conflict with

Delaware law. I will apply Delaware law.

Restatement (Second) of Conflict of Laws § 187(1) (1971). (providing that “[t]he law of
the state chosen by the parties to govern their contractual rights and duties will be applied
if the particular issue is one which the parties could have resolved by an explicit provision
in their agreement directed to that issue”).
100
HighTower Hldg., 2023 WL 1856651, at *5.
101
Ascension, 2015 WL 356002, at *2–*3.
102
DAB at 30.
103
Ans. ¶¶ 5–7.
104
Mountain Comprehensive Health Corp. v. Gibson, 2015 WL 1194508, at *2 (Ky. Ct.
App. Mar. 13, 2015) (citing Daniel Boone Clinic, P.S.C., v. Dahhan, 734 S.W.2d 488, 489
(Ky. Ct. App. 1987)).
19
Reasonable Likelihood Of Success

3. There is no dispute that the LPA is a valid and binding contract.105

4. Plaintiffs have shown it is reasonably likely that the noncompete is

reasonable in its scope and effect, and supported by Plaintiffs’ economic interests.

When determining the enforceability of a noncompetition restriction the Court

reviews duration and geographic scope together.106 The Court enforces restrictive

covenants where the employer has a “strong economic interest.”107 “Delaware law

does not impose a strict requirement that the area covered by the covenant map

perfectly onto the geographical area of the plaintiff’s business.”108 The Court has

found even geographically “expansive” restrictions to be reasonable where “the

covenant appropriately covers the market where the covenantee has economic

interests.”109

105
See DAB 28–69 (challenging enforceability of the LPA’s restrictive covenants, not the
validity of the LPA).
106
Payscale Inc. v. Norman, ---A.3d----, 2026 WL 774876, at *3 (Del. Mar. 19, 2026).
107
Centurion Serv. Grp., LLC v. Wilensky, 2023 WL 5624156, at *5 (Del. Ch. Aug. 31,
2023).
108
Kan-Di-Ki, 2015 WL 4503210, at *20; see Cleveland Integrity Servs., 2025 WL 658369,
at *10–11; Intertek Testing Servs., 2023 WL 2544236, at *4.
109
Derge v. D&H United Fueling Sols., Inc., 2025 WL 3511065, at *7 (Del. Ch. Dec. 8,
2025) (quoting Intertek Testing Servs., 2023 WL 2544236, at *5).
20
5. The noncompete prohibits Keel from competing in the Business and

working for a Competitive Business, in the Applicable Area, for two years.110

Delaware has repeatedly found covenants of two years or more to be enforceable.111

For Plaintiffs’ actual operations, the noncompete’s geographic scope is limited to

200 miles around “any facility operated by the Partnership” during the six month

period prior to the cessation of employment, or any state in which the Partnership or

any of its Subsidiaries operates a facility.112 For potential future operations, the

110
A0050 (“During the Restricted Period, each Restricted Partner shall not, directly of
indirectly, in any manner, anywhere in the Applicable Area . . . engage in the Business, or
. . . provides service to any Competitive Business . . . .”) (emphasis added); A0114
(“‘Restricted Period’ means (a) with respect to a National Restricted Partner, the period
during which such National Restricted Partner is employed or engaged by the Partnership
or its Subsidiaries and the two (2) year period thereafter[.]”).
111
See Weichert, 2007 WL 4372823, at *3 (“Covenants of two-years’ duration are
consistently held to be reasonable.”); Tristate, 2004 WL 835886, at *11 (enforcing a two-
year restrictive covenant); Kan-Di-Ki, 2015 WL 4503210, at *19 (enforcing a five-year
noncompete); Singh v. Batta Env’t Assocs., Inc., 2003 WL 21309115, at *7 (Del. Ch. May
21, 2003) (finding a two-year to be reasonable where the projects performed by the
employee often requires one to two years to complete); see also O’Leary v. Telecom Res.
Serv., LLC, 2011 WL 379300, at *5 (Del. Super. Jan. 12, 2011) (enforcing a four-year
noncompete that covered the entire United States); Hough Assocs., Inc. v. Hill, 2007 WL
148751, at *14 (Del. Ch. Jan. 17, 2007) (enforcing a five-year noncompete).
112
A0113–14 (defining Applicable Area). Plaintiffs do not seek relief under the radius
restriction at this stage, but I must still consider its effect for purposes of the noncompete’s
enforceability. PRB at 14; FP UC Hldgs., 2020 WL 1492783, at *8 (“While, in some
circumstances, a court may use its discretion to blue pencil an overly broad non-compete
to make its restrictions more reasonable, this court has also exercised its discretion in equity
not to allow an employer to ‘back away from an overly broad covenant by proposing to
enforce it to a lesser extent than written.’” (citing Knowles-Zeswitz Music, Inc. v. Cara, 260
A.2d 171, 175 (Del. Ch. 1969), and then quoting Del. Elevator, Inc. v. Williams, 2011 WL
1005181, at *10 (Del. Ch. Mar. 16, 2011))).
21
noncompete’s geographic scope is limited to states the Partnership or any of its

Subsidiaries evaluated for expansion during the last six months of Keel’s

employment, to the extent Keel received Confidential Information.113

6. The noncompete’s temporal and geographic restrictions protect

Plaintiffs’ legitimate business interests. As the CEO of Bradford’s Red Oak facility

put it, the addiction treatment space is “a copycat industry” where market

participants eagerly adopt successful practices.114 Keel’s role at Bradford exposed

him to significant competitive information. He was involved in all aspects of the

Bradford organization; upon his resignation, his duties across his vast portfolio had

to be distributed among several individuals.115 And drawing competitive zones by

state makes sense here, as Plaintiffs’ business model relies on the insurance

environment, which is set at the state level.116

113
A0113–14.
114
A1712, Masterson Dep. 87.
115
A1893, Marsh Dep. 90–92; A1927, Marsh Dep. 227 (“Q: Are there any lines of business
that Bradford had during Mr. Keel’s tenure that Bradford doesn’t believe Mr. Keel
participated in? Is there anything that operated outside of Mr. Keel’s involvement? A: Not
that I can think of. I think everything because of his position, because of his reach, all
services that we offered he had some influence or input in.”).
116
A0398 (noting that pursuing Medicaid payors may be “[d]esirable depending on state
reimbursement rates”); A0396 (explaining Plaintiffs’ growth plan includes assessments of
“market demand,” “scalability potential,” “payor environment,” and “regulatory
compliance”); see A0306 (evaluating Indiana’s payor mix).
22
7. As for expansion plans, Plaintiffs also operate and evaluate expansion

opportunities at a state-wide level, not a facility level.117 The noncompete is tethered

to Plaintiffs’ business plan, and protects only those expansions for which Keel

actually received confidential information.118 Keel’s CMO role at Bradford justifies

this tailored restriction: his responsibilities included “the strategic focus of the

business development efforts of the organization, evaluation of markets” to enter,

and the “evaluation of specific acquisition targets[.]”119

8. Keel offers several arguments as to why the noncompete is

unenforceable.120 He contends it improperly prohibits him from serving in any role,

as opposed to the role like the one he held at Bradford, and contends that prohibition

amounts to an unreasonable “any capacity” restriction.121 Keels relies on this

Court’s decisions in Daxco, LLC v. Timm122 and Kodiak Building Partners, LLC v.

Adams123 to argue the Court will only enforce a restrictive covenant where it is

tailored to the employee’s role. But neither case stand for the proposition that “any

117
A1909–10, Marsh Dep. 154–61; see A1810–12, Vellani Dep. 110–21.
118
Payscale, 2026 WL 774876, at *7, n.53 (Del. Mar. 19, 2026) (finding a noncompete that
implicated “proposed businesses” to be appropriately “tailored to [plaintiff’s] business
interest” where based on a business plan).
119
A1888, Marsh Dep. 70–71.
120
See DAB at 30–46.
121
DAB at 31–41.
122
2026 WL 172862 (Del. Ch. Jan. 22, 2026).
123
2022 WL 5240507 (Del. Ch. Oct. 6, 2022).
23
capacity” restrictive covenants are per se unreasonable. In Daxco, the Magistrate

rejected the noncompete due to the plaintiff’s lack of any economic interest in

protecting its affiliates from competition with the defendant, given the plaintiff did

not allege the defendant worked outside of one particular business line.124 Similarly,

in Kodiak, the Court declined to enforce the noncompete because the parent

company lacked a legitimate economic interest in protecting subsidiaries unrelated

to the employee’s line of business, not because of the employee’s capacity within

his employer.125 Here, all of the entities protected operate in the same business line,

and the restrictions are limited to actual facilities, statewide protections grounded in

Plaintiffs’ business model, and expansion plans only insofar as Keel learned

confidential information during his last six months of employment. The absence of

a narrow “capacity” limitation does not diminish Plaintiffs’ economic interest in

their patient base, payor base, goodwill, and concrete and confidential expansion

plans.

9. Keel also contends the definitions of “Business” and “Competitive

Business” make the noncompete vague because they implicate unidentified entities

124
2026 WL 172862, at *8.
125
2022 WL 5240507, at *11 (“The RCA’s noncompetition and nonsolicitation covenants
are unreasonable in their geographic scope and scope of restricted activities because they
are broader than necessary to protect Kodiak’s legitimate economic interests.”); id. at *12
(“Kodiak’s legitimate economic interest that can support restraining Adams’s employment
is only in the goodwill and competitive space it purchased from Northwest in the market
Northwest serves.”).
24
beyond Bradford.126 But in Payscale, the Delaware Supreme Court found a similar

but more expansive definition of “Competitive Business”127 was appropriately

tailored to protect a legitimate business interest given the defendant’s involvement

in company-wide initiatives and access to confidential information.128 The high

court also found the inclusion of “unnamed subsidiaries” did not make the

noncompetition restriction overly broad because there, like here, the subsidiaries

operated in the same line of business.129

10. Plaintiffs have also shown it is reasonably likely Keel breached the

noncompete. Plaintiffs presently operate facilities in Alabama, Florida, Indiana,130

Mississippi, North Carolina, Tennessee, and Texas.131 They contend the future

126
DAB at 35 (citing Hub Group, Inc. v. Knoll, 2024 WL 3453863, at *10 (Del. Ch. July
18, 2024), appeal refused, 346 A.3d 1127 (Del. 2024)).
127
The Payscale Court grappled with the relationship between the defined terms
“Competitive Activity” and “Competitive Business.” 2026 WL 774876, at *4. There,
“Competitive Activity” was defined as “own, manage, operate, control, participate in,
render services for, or in any other manner engage in, anywhere in the United States, any
Competitive Business.” Id. And “Competitive Business” was defined as “any business
conducted by [Topco] or any of its Subsidiaries as of [Norman’s] Separation Date or any
business proposed to be conducted by [Topco] or any of its Subsidiaries as evidenced by a
written business plan in effect prior to [Norman’s] Separation Date.” Id.
128
Id. at *6.
129
Id.; A1917–18, Marsh 189–90; Marsh Supp. Aff. ¶¶ 2–4, Ex. A; see supra ¶ A.
Ans. ¶ 14 (denying Plaintiffs operate a facility in Indiana); but see Marsh Aff. ¶ 4;
130

A1909, Marsh Dep. 157 (testifying Bradford acquired a facility in Indiana).
Ans. ¶ 14 (admitting Plaintiffs operate facilities in Alabama, Florida, Mississippi, North
131

Caroline, Tennessee, and Texas); Marsh Aff. ¶¶ 4–5.
25
operations clause captures Arkansas, Virginia, and Ohio.132 Keel admits he has

“been employed” or “engaged by” Alsos, RCA, and Advita since resigning from

Bradford.133 They operate in Arkansas, Colorado, Indiana, Kentucky, Ohio

Delaware, Florida, Illinois, Indiana, Maryland, Massachusetts, New Jersey,

Pennsylvania, North Carolina, and South Carolina.134

11. Keel argues his engagements with Alsos, RCA, and Advita do not

violate the noncompete because those firms are not Competitive Businesses.135 But

Plaintiffs have shown it is reasonably likely that they are. Bradford offers inpatient

and outpatient addiction treatment for a patient population across the entire payor

mix.136 Advaita, RCA, and Alsos each operate addiction treatment facilities and

132
Marsh Aff. ¶¶ 4–5. Plaintiffs do not seek to enjoin Keel from working in Arkansas.
133
A1125–26 (identifying Alsos, RCA, Advita as entities Keel has been “employed by,
engaged by, provided services to since July 11, 2025.”); A0741–43.
134
A2132, A2141, Pucket Dep. 17, 50; see RCA Locations,
https://recoverycentersofamerica.com/locations/ (last visited June 9, 2026); Addiction
Treatment Programs, https://recoverycentersofamerica.com/treatment (last visited June 9,
2026); A2014, Boyle Dep. 29 (explaining Alsos “operate[s] activites facilities in Ohio,
Indiana, Kentucky, Arkansas, and Colorado.”); see Location,
https://alsosbehavioralhealth.com/locations/ (last visited June 9, 2026); A1591, Johnson
Dep. 18–19 (stating Advaita’s locations as in the “Triangle Area” of North Carolina); see
Our Ventures, https://advaita.health/ (last visited June 9, 2026).
135
A0743; A1127–28; DAB at 46–52.
136
Marsh. Aff. ¶¶ 4–6, 11; A1905–06, Marsh Dep. 141–42 (explaining approximately 35%
of Bradford’s patients at its Knoxville facility are insured through Medicaid); A1417, Keel
Dep. 62 (explaining “Bradford accepts commercially insured individuals,” individuals
covered by Medicaid, and certain out-of-network individuals); see A1700, Masterson Dep.
34 (explaining approximately 30% of patients at Bradford’s Red Oak facility are
unhoused); see also Ans. ¶¶ 11–14.
26
provide a similar continuum of care.137 Indeed, when Keel was Bradford’s CMO,

he identified RCA, Advaita, and Alsos as competitors.138 Keel also argues the

noncompete cannot bar his employment in Indiana or Virginia because Plaintiffs did

not operate in those states when Keel resigned.139 Keel’s contention the noncompete

cannot reach expansion opportunities ignores the role of Confidential Information in

defining the scope of the noncompete, and is refuted by the record. Keel learned

Confidential Information of Plaintiffs’ expansion efforts in Indiana and Virgina

during his last six months of employment.140 Likewise, Keel’s claim Ohio falls

137
A1591, Johnson Dep. 19 (explaining Advaita provides “outpatient behavioral help
including psychiatry, therapy, partial hospitalization, and intensive outpatient
programming, as well as transcranial magnetic stimulation and ambulatory
detoxification.”); A2013–14, Boyle Dep. 25– 26 (explaining Alsos provides “medically-
managed detoxification,” “clinically managed residential treatment,” and “intensive
outpatient treatment”); A2132, Puckett Dep. 17 (explaining RCA provides “detox,
residential, and outpatient [treatment] services.”); see also RCA Locations,
https://recoverycentersofamerica.com/locations/ (last visited June 9, 2026); Addiction
Treatment Programs, https://recoverycentersofamerica.com/treatment (last visited June 9,
2026); Location, https://alsosbehavioralhealth.com/locations/ (last visited June 9, 2026);
About Us, (https://alsosbehavioralhealth.com/about/ (last visited June 9, 2026); Our
Ventures, https://advaita.health/ (last visited June 9, 2026).
138
A2528–31 (identifying RCA and Avaita); A2456 (identifying Alsos); A2501–02
(identifying RCA); A2523 (identifying RCA); A2463 (identifying RCA and Alsos).
139
DAB at 9–10.
140
E.g., A0401; A0404–86 (receiving materials evaluating expansion to Indiana on January
21, 2025); A0514–89 (sharing feasibility study for a facility in Virginia on May 2, 2025);
see A1873, Marsh Dep 11–12 (“Mr. Keel had knowledge of Bradford’s 3 plans to expand
into Indiana, including plans for an IOP office in Indianapolis. . . . [I]t would be impossible
for him to be able to provide information to [Alsos] about Indianapolis or Indiana without
having the knowledge and being able to utilize the knowledge that he obtained from
Bradford Health Services.”).
27
outside the “Applicable Area” fails.141 Keel received Confidential Information

regarding Ohio expansion plans within his last six months with Bradford.142

12. Plaintiffs have also shown it is reasonably likely Keel breached the

confidentiality covenant by sharing Bradford’s feasibility study with Alsos, and by

sharing Bradford’s CEO scorecard and manuals with Advaita.143

13. Keel asserts he did not breach the confidentiality covenant because the

information in the materials he disclosed is not “Confidential Information” as it was

derived from publicly available sources.144 But aggregated public information can

constitute confidential information where the information provides economic value

or synergic benefit.145 The LPA bars the disclosure of information “not generally”

141
Keel Aff. ¶ 40; A1426, Keel Dep. 100–01.
142
See A2254–59 (corporate development presentation describing Plaintiffs’ M&A strategy
and noting Plaintiffs are evaluating Ohio); A1909, Marsh Dep. 154–55; A0404–46
(showing Keel received a confidential informational memorandum regarding an Ohio
facility on January 21, 2025); A0447–83 (noting the “completed feasibility analysis”
represents a “nearly complete review” of the Evoke Wellness facility in Hilliard, Ohio);
A0579–89 (feasibility study of Evoke Wellness located in Hilliard, Ohio); A1120–21
(showing Keel participated as Aslos’s “Chief Revenue Officer” during RCA’s evaluation
of certain Alsos-owned facilities in Ohio); see A2254–55 (including Ohio in Bradford’s
expansion plans); A1909, Marsh Dep. 155 (explaining Plaintiffs are still considering
expanding to Ohio); see also A0252–310 (Medicaid expansion presentation prepared by
Keel in 2023 addressing expansion efforts in states including Ohio).
143
A0685–93 (Keel transmitting the Evansville feasibility study to Alsos in September
2025); A1176–273 (Keel transmitting Bradford’s CEO scorecard and manuals to Advaita);
A1419–20, Keel Dep. 73–74 (admitting to sharing the CEO Scorecard with Advaita and
acknowledging he created the CEO for Bradford while employed by Bradford).
144
E.g., PAB at 42.
145
See, e.g., Great Am. Opportunities, Inc. v. Cherrydale Fundraising, LLC, 2010 WL
338219, at *21 (Del. Ch. Jan. 29, 2010) (compiled list of public data “would have taken
28
known by the public.146 The feasibility study, CEO Scorecard, and manuals

represented Bradford’s proprietary analysis of information; that the information

informing that analysis was publicly available does not dilute the confidentiality of

Bradford’s analysis.147 Indeed, when Keel prepared the Evansville feasibility study

in January 2025, he was cognizant of the confidential nature of the information and

took steps to protect it by stamping each page of the study with a

“CONFIDENTIAL” watermark.148

14. As for the information Keel shared with Advaita, he argues that

disclosure does not constitute a breach because it was unintentional.149 In Section

13.1, Keel agreed “not to disclose to any third party or use” any Confidential

Information, full stop: his promise is not confined to intentional disclosure.150 And

significant effort and expense to create … [and] derived independent economic value from
its nonpublic and confidential nature…”); Beard Rsch., Inc. v. Kates, 8 A.3d 573, 594 (Del.
Ch. 2010) (“competitor could not have generated a similar system without expending a
comparable amount of time and money”).
146
A0049–50 (§ 13.1).
147
AirFacts, Inc. v. de Amezaga, 909 F.3d 84, 96 (4th Cir. 2018) (company whose employee
“spent months compiling” publicly available data “in particular groupings and . . . in a
useful format” could claim trade secret protection over the compilation because of that
employee’s “painstaking” effort); Arxada Holdings NA Inc. v. Harvey, 351 A.3d 519, 553
(Del. Ch. 2026) (“[V]aluable information can be a ‘combination of steps into a process . .
., even if all the component steps are known, so long as it is a unique process which is not
known in the industry.’” (quoting Elenza, Inc. v. Alcon Lab’ys Hldg. Corp., 183 A.3d 717,
721 (Del. 2018))).
148
A0911–35; A0685–93.
149
PAB at 25–26.
150
A0049–50.
29
it seems Keel knew he was disclosing confidential information: when he disclosed

Bradford’s CEO Scorecard to Advaita, he noted the information was “shared for

your eyes only[.]”151 It seems reasonably likely Keel breached Section 13.1.152

Imminent Irreparable Harm
15. “Irreparable injury is an indispensable and essential factor in

determining whether to grant injunctive relief,”153 and an injunction “should not be

issued in the absence of a clear showing of imminent irreparable harm to the

plaintiff.”154 “A ‘threat of irreparable injury’ typically will exist when a valid

restrictive covenant is breached.”155 The task of measuring the effects of such

breaches “involves a costly process of educated guesswork with no real pretense of

accuracy.”156

151
A1176.
152
A0049–50.
153
N.K.S. Distribs., Inc. v. Tigani, 2010 WL 2367669, at *4 (Del. Ch. June 7,
2010) (citing Kingsbridge Cap. Gp. v. Dunkin’ Donuts Inc., 1989 WL 89449, at *4 (Del.
Ch. Aug. 7, 1989)).
In re Cogent, Inc. S’holder Litig., 7 A.3d 487, 513 (Del. Ch. 2010) (citing Baxter Pharm.
154

Prods., Inc. v. ESI Lederle Inc., 1999 WL 160148, at *4 (Del.Ch. Mar. 11, 1999)).
155
Mountain W. Series of Lockton Cos., LLC v. Alliant Ins. Servs., Inc., 2019 WL 2536104,
at *20 (Del. Ch. June 20, 2019) (quoting Concord Steel. v. Wilm. Steel Processing, 2008
WL 902406, at *10 (Del. Ch. Apr. 3, 2008)).
156
Alliant, 2019 WL 2536104, at *20 (quoting Hough, 2007 WL 148751, at *18).
30
16. Injunctive relief is “the principal tool of enforcing covenants not to

compete” because breach of enforceable covenants threatens competitive harm.157

Keel stipulated as much, although that is not the end of the analysis.158 Here, RCA,

Advaita, and Alsos operate in Plaintiffs’ same industry. Keel was pivotal to

Bradford’s expansion into new markets and he emphasized that past success in

seeking opportunities with RCA, Advaita, and Alsos.159 Keel’s improper use of

Plaintiffs’ Confidential Information, whether by sharing Bradford’s materials or

utilizing knowledge obtained while leading Plaintiffs’ expansion efforts, would

cause irreparable harm.

17. As for Keel specifically, his willingness to ignore his promises to

Plaintiffs predicts irreparable harm from future breaches unless he is enjoined. Keel

has disregarded his restrictive covenants since Bradford paid him more money to

157
Concord Steel, 2008 WL 902406, at *10 (quoting Hough, 2007 WL 148751, at *18).
158
A0051–52; AM Gen. Hldgs. LLC v. Renco Gp., Inc., 2015 WL 9487922, at *3 (Del. Ch.
Dec. 29, 2015) (noting a stipulation to irreparable harm cannot operate to “impair the
Court’s exercise of its well-established discretionary role in the context of assessing the
reasonableness of interim injunctive relief”); see also Kodiak, 2022 WL 5240507, at
*6 (“This Court does not skip over applying a common law test simply because one party
stipulates the test is not necessary.”).
159
E.g., A0881–83; A1895, Marsh Dep. 98 (“Chandler is a master of data, and data
analysis. And so some of the systems that he put in place that help us understand the flow
of referrals, effectiveness of business development efforts, they still remain in place today.
We still utilize the CMO workbook that he developed and provided to leadership. We still
count some of the metrics that he established as being important. We still count those as
important. Twenty-five 24 face-to-face meetings a week is something he established and
that is something that we still hold as a standard for the business development team.”).
31
stay and comply with them, starting with the Alsos consulting contract he signed in

June 2025.160 On June 27, while still employed by Bradford, Keel shared Bradford’s

site visit report with Alsos, using an Alsos email handle.161 In August, Keel entered

into a Services Agreement with Advaita and then shared Bradford’s CEO Scorecard

and business manual with Advaita.162 The next month Keel sent Alsos a feasibility

study on Evansville, Indiana, which he created while at Bradford.163 By December,

Keel was executing contracts on Advaita’s behalf as its Chief Growth Officer.164 On

January 1, 2026, while this action was pending, Keel and other Advaita executives

reviewed draft amendments to Advaita’s operating agreement that contemplated

Keel receiving a 2.5% stake in the entity.165 Keel and Advaita discussed the

announcement of his role as CGO, but Keel asked Advaita to “hold” the

announcement after a call scheduled with his counsel.166 In March, Keel agreed to

160
A0613; A0647–60; A0618.
A0661–65; A1600–01, Johnson Dep. 57–61 (Advaita’s CEO testifying the material
161

regarding a provider’s “policies and procedures” is considered confidential in the industry);
So far, Keel’s work for RCA was limited to a one-time project. A0900–10 (contracting to
provide RCA a five-state feasibility study); A0740–41.
162
A0721–31; A1176–1273.
A0685–92. The Evansville feasibility study was produced by Alsos, not Keel. Id.; see
163

A0693 (providing Keel deleted the transmission of this email from his records).
164
A0746–52.
165
A0781–879.
166
A2210; A1613, Johnson Dep. 106 (“Q: Was there ever a time where you and Mr. Keel
discussed announcing his role with Advaita internally? A: Yes. I believe there was an email
or Teams. This sticks out to me.”).
32
an extension of his Consulting Services Agreement with Alsos.167 Injunctive relief

appears necessary to prevent Keel from irreparably harming Plaintiffs.

Balance of the Equities
18. Balancing the equities requires considering whether “specific

enforcement of a validly formed contract would cause even greater harm than it

would prevent.”168 Where the failure to grant an injunction will cause a plaintiff

greater harm than granting the injunction would cause a defendant, the balance of

equities favors the movant.169 The balance of the equities generally weighs against

the breaching party, especially where an injunction only mandates compliance with

its existing contractual obligations.170

19. The equities favor Plaintiffs. The preliminary injunction grants the

relief Plaintiffs already bargained for under the ISA, Joinder Agreement, and LPA.

Keel remains free to work for entities not implicated by the noncompete, including

Raleigh House, where Keel has provided services since resigning.171

167
A0666–79.
Hastings Funeral Home, Inc. v. Hastings, 2022 WL 16921785, at *8 (Del. Ch. Nov. 14,
168

2022) (quoting Walton v. Beale, 2006 WL 265489, at *7 (Del. Ch. Jan. 30, 2006)).
169
Cantor Fitzgerald, 724 A.2d at 587.
170
See Level 4 Yoga, LLC v. CorePower Yoga, LLC, 2022 WL 601862, at *30 (Del. Ch.
Mar. 1, 2022) (“[A]s CorePower breached the APA . . . the balance of equities decidedly
favors Level 4.”); Hastings, 2022 WL 16921785, at *8 (“I find that the equities tip in
HFH’s favor since it has not breached the Agreement . . . .”).
171
A2230–36; A1127 (identifying The Raleigh House as an entity Keel served since July
11, 2025).
33
Bond

20. Court of Chancery Rule 65(c) requires an applicant for a preliminary

injunction to post a bond in an amount to represent the damages the defendant would

suffer if the injunction were improvidently granted.172 “The amount of an injunction

bond must be tied to the losses that can be proximately caused by a wrongful

injunction.”173 “But, damages are not fully ascertainable until the court vacates the

injunction . . . and because a wrongfully enjoined party has no recourse other than

the security, the court should ‘err on the high side’ in setting the bond.”174

21. Plaintiffs shall post a bond in the amount of $400,000.00 within ten

days of this order.175 Keel’s salary at Bradford was most recently $300,000, coupled

with the ability to earn a performance bonus and to receive additional equity. 176 If

Keel is wrongly enjoined, Plaintiffs’ proposed bond provides adequate protection.177

172
Ct. Ch. Rule 65(c) (“The Court may issue a preliminary injunction or a temporary
restraining order only if the movant gives security that the Court considers proper to pay
the costs and damages sustained by any party found to have been wrongfully enjoined or
restrained.”).
173
Buckeye Partners, L.P. v. GT USA Wilmington, LLC, 2020 WL 2551916, at *11 (Del.
Ch. May 20, 2020).
174
Guzzetta v. Serv. Corp. of Westover Hills, 7 A.3d 467, 470 (Del. 2010).
175
D.I. 78 at Proposed Order ¶ 3.
176
Marsh Aff. ¶ 12.
Keel’s briefing failed to address bond. Emerald Partners v. Berlin, 726 A.2d 1215, 1224
177

(Del. 1999) (“Issues not briefed are deemed waived.”).
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22. Upon entry of Plaintiffs’ bond and until further order of the Court, Keel

is hereby preliminary enjoined from, and may not:

a. directly or indirectly, in any manner, (whether on his own account, or

as an employee, director, consultant, contractor, agent, partner,

manager, joint venturer, owner, operator or officer of any other Person,

or in any other capacity) engage in owning and operating residential

and outpatient substance use disorder facilities and associated services,

engage in owning of real estate used in the operation of substance use

disorder treatment facilities, or own any interest in, manage, control,

provide financing to, participate in (whether as an owner, operator,

manager, consultant, officer, director, employee, investor, agent,

representative or otherwise), or be employed by, consult with or

provide services to: Alsos Behavioral Health, Recovery Centers of

America, or Advaita Health Ventures LLC, including any affiliates

thereof. For the avoidance of doubt, this restriction includes both

formal and informal services and advice;

b. directly or indirectly, in any manner, (whether on his own account, or

as an employee, director, consultant, contractor, agent, partner,

manager, joint venturer, owner, operator or officer of any other Person,

or in any other capacity) engage in owning and operating residential

35
and outpatient substance use disorder facilities and associated services,

engage in owning of real estate used in the operation of substance use

disorder treatment facilities, or own any interest in, manage, control,

provide financing to, participate in (whether as an owner, operator,

manager, consultant, officer, director, employee, investor, agent,

representative or otherwise), or be employed by, consult with or

provide services to any other entity that operates a behavioral health or

substance use disorder facility in Florida, Texas, North Carolina,

Alabama, Tennessee, Virginia, Indiana, Ohio, and Mississippi. For the

avoidance of doubt, this restriction includes both formal and informal

services and advice; and

c. use or disclose any Confidential Information, as defined in the

Amended and Restated Agreement of Limited Partnership of BHP

Partners Co., LP (as amended) (the “LPA”), in violation of Section 13.1

of the LPA. For the avoidance of doubt, Confidential Information

includes, but is not limited to, CEO Scorecards, Feasibility Analyses,

Professional Development Plans, Site Visit Reports, Business

Development Manuals, Admissions Manuals, or any other document

containing Confidential Information. For the further avoidance of

36
doubt, use and disclosure includes, but is not limited to, utilizing

documents containing Confidential Information as templates.

/s/ Morgan T. Zurn
Vice Chancellor Morgan T. Zurn

37